SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 1st, 2005 • St Cloud Capital Partners Lp • Electromedical & electrotherapeutic apparatus • California
SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of March 22, 2005, among (i) Viking Systems, Inc., a Nevada corporation (“Viking”), (ii) St. Cloud Capital Partners, L.P., a Delaware limited partnership (“St. Cloud”), as “Lead Lender” and “Collateral Agent” and (iii) St. Cloud, Donald Tucker, Brian Miller, and any other Person signing the signature page of this Agreement as an Investor or that becomes an Investor after the date hereof in accordance with this Agreement (collectively, the “Investors”).
SECURITY AGREEMENT dated as of March 22, 2005 among VIKING SYSTEMS, INC. and ST. CLOUD CAPITAL PARTNERS, L.P., as Collateral AgentSecurity Agreement • April 1st, 2005 • St Cloud Capital Partners Lp • Electromedical & electrotherapeutic apparatus • California
This SECURITY AGREEMENT, dated as of March 22, 2005 (this “Agreement”), among Viking Systems, Inc., a Nevada corporation (together with any other Person that executes a Joinder Agreement each, a “Grantor” and collectively, the “Grantors”), and ST. CLOUD CAPITAL PARTNERS, L.P., acting in the capacity of agent for the benefit of the Investors (the “Collateral Agent”).
ContractNote and Common Stock Agreement • April 1st, 2005 • St Cloud Capital Partners Lp • Electromedical & electrotherapeutic apparatus
THIS NOTE AND THE COMMON STOCK REFERENCED HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR UNDER THE PROVISIONS OF ANY APPLICABLE STATE SECURITIES LAWS, BUT HAVE BEEN ACQUIRED BY THE REGISTERED HOLDER HEREOF FOR PURPOSES OF INVESTMENT AND IN RELIANCE ON STATUTORY EXEMPTIONS UNDER THE 1933 ACT, AND UNDER ANY APPLICABLE STATE SECURITIES LAWS. NEITHER THE NOTE NOR THE COMMON STOCK MAY BE SOLD, PLEDGED, TRANSFERRED OR ASSIGNED EXCEPT IN A TRANSACTION WHICH IS EXEMPT UNDER PROVISIONS OF THE 1933 ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT; AND IN THE CASE OF AN EXEMPTION, ONLY IF THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION OF THIS NOTE AND THE COMMON STOCK REFERENCED HEREIN.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 1st, 2005 • St Cloud Capital Partners Lp • Electromedical & electrotherapeutic apparatus • California
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is made as of March 22, 2005, by and among VIKING SYSTEMS, INC., a Nevada corporation (the “Company”), ST. CLOUD CAPITAL PARTNERS, L.P., a Delaware limited partnership (“St. Cloud”), the other Investors who have executed this Agreement, and any other Person who may be added in the future as a party to this Agreement pursuant to the terms of the Securities Purchase Agreement (as defined below) by execution of the Joinder to this Agreement substantially in the form set forth hereto as Exhibit A or who becomes a Selling Securityholder (as defined below) hereunder. St. Cloud and the other Investors are at times collectively referred to herein as the “Investors.”
JOINT FILING AGREEMENTJoint Filing Agreement • April 1st, 2005 • St Cloud Capital Partners Lp • Electromedical & electrotherapeutic apparatus
The undersigned hereby agree to jointly file a statement on Schedule 13D, together with any amendments thereto (collectively, the “Schedule 13Ds”), with the Securities and Exchange Commission pursuant to the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Joint Filing Agreement may be signed in counterpart copies.
